AMENDMENT NO. 3
                                       TO
                               PURCHASE AGREEMENT


      THIS  AMENDMENT NO. 3, dated as of June 2, 1997, to that certain  Purchase
Agreement, dated as of August 3, 1995, as amended by Amendment No. 1 to Purchase
Agreement,  dated as of October 20,  1995,  and by  Amendment  No. 2 to Purchase
Agreement,  dated as of April 11, 1996 (as  amended,  the  "Agreement"),  by and
among Restaurant  Development Group, Inc., a Delaware  corporation  ("RDG"), and
Checkers Drive-In Restaurants, Inc., a Delaware corporation ("Checkers").

      WHEREAS,  RDG holds a promissory  note of Checkers,  dated May 4, 1994, in
the principal amount of $1,693,225.27 (the "Note"); and

      WHEREAS,  Checkers and RDG have entered  into the  Agreement,  pursuant to
which  Checkers  has  agreed to  acquire  and RDG has agreed to sell the Note of
Checkers held by RDG; and

      WHEREAS,  Checkers  has  entered  into a letter  of  intent  with  Rally's
Hamburgers, Inc. pursuant to which it is contemplated that Checkers will acquire
all of the outstanding  stock of Rally's  pursuant to a merger of Rally's with a
subsidiary of Checkers,  in which Rally's  stockholders  will receive  shares of
Checkers common stock in exchange for their Rally's common stock; and

      WHEREAS, Checkers and RDG agree that the closing of this Agreement will be
delayed  until after the closing of the Rally's  transaction  and desire to make
certain changes in the terms of the Agreement.

      NOW, THEREFORE, the parties hereto agree as follows:

      1.    Section  6.02 of the  Agreement  is hereby  amended  by  adding  the
following sentence to the end thereof:

      Notwithstanding  the foregoing,  in the event that Checkers is negotiating
      with  Rally's  Hamburgers,   Inc.   ("Rally's")  to  acquire  all  of  the
      outstanding stock of Rally's through a merger of Rally's with a subsidiary
      of  Checkers  or  otherwise,   then  Checkers'   obligation  to  have  the
      Registration  Statement  declared effective by the SEC as expeditiously as
      practicable  shall be  suspended,  pending the closing of the  transaction
      with Rally's.

      2.    Article  VI of  the  Agreement  is  hereby  amended  by  adding  the
following Section 6.09:

                 6.09 PAYMENT OF PRINCIPAL.  Beginning on July 15, 1997,  and on
      the 15th day of each month  thereafter  through  October 15, 1997,  in the
      event that the Registration  Statement has not yet been declared effective



<PAGE>


      by the SEC,  Checkers  shall pay to RDG in cash the amount of One  Hundred
      Thousand  Dollars  ($100,000.00),  to be  applied  against  the  principal
      balance due under the Note.  Notwithstanding any other provision contained
      in this  Agreement,  all  remaining  principal  due under the Note and any
      accrued but unpaid interest thereon shall be payable on November 15, 1997,
      if the Registration  Statement is not declared effective by the SEC before
      such date.

      3.    Section  7.07 of the  Agreement  is hereby  amended  by  adding  the
following sentence to the end thereof:

      In the  event  that  Checkers  acquires  all of the  outstanding  stock of
      Rally's  Hamburgers,  Inc.  ("Rally's") through a merger of Rally's with a
      subsidiary  of  Checkers  or  otherwise,  then  the  50,000  share  volume
      limitation set forth above shall be increased to 75,000 shares.

      4.    Section 10.03 of the Agreement is deleted in its entirety.

      5.    Section  14.01 of the  Agreement  is hereby  amended by changing the
date in clause (vi)  thereof from "May 31, 1996" to November 25, 1997" each time
that it appears.

      6.    Except as otherwise  provided herein,  the Agreement shall remain in
full force and effect.

      7.    This  Amendment  No. 3 may be executed in two or more  counterparts,
each of which  shall be  deemed  an  original  but all of which  together  shall
constitute one and the same instrument.

      8.    This Amendment No. 3 shall become effective upon execution by all of
the parties  hereto and the payment by Checkers to RDG in cash the amount of One
Hundred  Thousand  Dollars  ($100,000.00),  to be applied  against the principal
balance due under the Note, and thereafter any reference to the Agreement  shall
be deemed to be a reference to the Agreement as amended hereby.

                  [Remainder of page intentionally left blank.
                      Signatures appear on the next page.]

















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            IN WITNESS WHEREOF, each of the corporate parties hereto have caused
this  Amendment  to the  Agreement  to be  executed  by  their  respective  duly
authorized officer or officers as of the day and year first above written.

                                    CHECKERS DRIVE-IN RESTAURANTS, INC.


                                    By  /s/ Joseph N. Stein
                                      ------------------------------------------
                                          Name  Joseph N. Stein
                                          Title Executive Vice President



                                    RESTAURANT DEVELOPMENT GROUP, INC.


                                    By  /s/ Nolan Lehmann
                                      ------------------------------------------
                                          Name  Nolan Lehmann
                                          Title Vice President





























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